EXHIBIT 5
                                                                ---------


   SCHIFF HARDIN & WAITE
   6600 Sears Tower, Chicago, Illinois 60606
   (312) 258-5500
   -----------------------------------------


                                 April 9, 1999


   Securities and Exchange Commission
   Judiciary Plaza
   450 Fifth Street, N.W.
   Washington, D.C.  20549

        RE:  ARVIN INDUSTRIES, INC. -- REGISTRATION OF 1,200,000
             COMMON SHARES, PAR VALUE $2.50 PER SHARE, ON FORM S-8
             -----------------------------------------------------

   Ladies and Gentlemen:

        We have acted as counsel to Arvin Industries, Inc., an Indiana
   corporation (the "Company"), in connection with the Company's filing
   of a Registration Statement on Form S-8 (the "Registration Statement")
   covering 1,200,000 Common Shares, $2.50 par value per  share (and the
   Preferred Share Purchase Rights attached thereto) of the Company (the
   "Shares") to be issued under the Arvin Industries, Inc. 1998 Stock
   Benefit Plan (the "Plan"). 

        In this connection we have made such investigation and have
   examined such documents as we have deemed necessary in order to enable
   us to render the opinion contained herein.

        Based upon the foregoing, it is our opinion that the 1,200,000
   Shares, when issued in accordance with the terms of the Plan, and
   pursuant to the Registration Statement, will be legally issued, fully
   paid and nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to
   the Registration Statement.

                                 Very truly yours,

                                 SCHIFF HARDIN & WAITE


                                 By:  /s/ Frederick L. Hartmann
                                      ---------------------------------
                                      Frederick L. Hartmann